By filling out the registration form to use the "Dojo Manager" software the customer ("Customer") unconditionally accepts the following General Terms and Conditions ("General Terms and Conditions" or "GTC" or "Terms of Service") of Zanshin Budo Rickauer, Switzerland ("Provider").
The Provider reserves the right to change these Terms and Conditions at any time. The amended terms and conditions shall become effective upon publication on the Website. The German language version is authoritative with regard to all legal relationships arising from this contractual relationship; any translations are not legally valid.
1 - Software as a Service (SaaS) contract
a) The provider provides SaaS services for its customers via the Internet.
b) The subject of the contract is the provision of the provider's software "Dojo Manager" for use via the Internet and the associated storage of the customer's data.
2 - Software Licensing
a) The Provider provides the customer with the software solution "Dojo Manager" in the current version via the Internet for the duration of this contract. For this purpose, the Provider stores the software on a server that can be accessed by the customer via the Internet.
b) The Provider continuously develops the software and will improve it by updates and upgrades. The respective current scope of functions can be found in the service description on the Provider's website (www.dojo-manager.com).
c) The Provider shall continuously monitor the functional efficiency of the software and eliminate software errors in accordance with the technical possibilities. An error shall be deemed to exist in particular if the software does not fulfil the functions specified in the service description, delivers incorrect results or otherwise does not function properly, so that the use of the software is impossible or significantly restricted.
3 - Rights of use of the software
a) The provider grants the client the non-exclusive and non-transferable right to use the software "Dojo Manager" for the duration of the contract within the scope of the SaaS services as intended.
b) The client is not allowed to copy or edit the software, unless this is explicitly allowed in the current service description on the website. In particular, even temporary installation or storage of the software on data carriers (hard disks or similar) of the hardware used by the client (volatile working memory excluded) is prohibited.
c) The customer is not entitled to make this software available for use by third parties, whether for payment or free of charge. The customer is expressly prohibited from making the software available to third parties in any form.
d) The customer undertakes to formulate any contractual relationships with third parties in such a way that the use of the software by third parties free of charge is effectively prevented.
e) The provider leaves the customer storage space on a server for the storage of his data. If the storage space for the storage of the data should not be sufficient, the Provider will inform the customer in time. Unless the customer subsequently orders further storage space against payment, data that exceeds the available storage space will no longer be stored.
f) The Provider shall ensure that the stored data can be retrieved via the Internet within the scope of technical possibilities.
g) The customer undertakes not to store any content on the storage space, the provision, publication and use of which violates applicable law or agreements with third parties. In particular, the client undertakes to store only data that is directly connected with the use of the SaaS solution.
h) The provider is obliged to take suitable and reasonable precautions against data loss and to prevent unauthorized access to the client's data by third parties within the scope of technical possibilities. For this purpose, the Provider shall make daily backups that are stored at two separate locations in Switzerland. The provider secures the data transfer from the client to the SaaS server using SSL encryption.
i) The customer remains the sole owner of the data in any case and can therefore demand that the provider surrender some or all of the data during the term of the contract without any right of retention on the part of the provider. The surrender of the data is carried out at the customer's option either by handing over data carriers or by transmission via a data network. The customer has no claim to the software suitable for the use/use of the data.
j) after termination of the contract, the customer is still entitled to demand the surrender of his data under the provisions of clause 9 above for a period of one month (from the termination date). The Provider is not obliged to store the Customer's data beyond this period. Should a customer demand the surrender of data after the expiry of the one-month period and should these data still be available at the Provider, the Provider shall surrender the data to the customer after payment of the costs actually incurred for this.
4 - Support & Customer service
The Provider will answer in writing requests of the customer via e-mail or helpdesk system for the software "Dojo Manager" during business hours as soon as possible after receipt.
5 - Impairment of accessibility
a) Adaptations, changes and additions to the SaaS services covered by the contract as well as measures that serve to identify and rectify malfunctions will only lead to a temporary interruption or impairment of accessibility if this is necessary for technical reasons.
b) The basic functions of the SaaS services are monitored daily. Maintenance of the SaaS services is generally carried out from Monday to Friday 07:00 - 19:00 Swiss time. In the event of serious errors that no longer enable or significantly restrict the use of the SaaS services, maintenance is generally carried out within 4 hours of the client becoming aware of or notifying us. The provider will inform the customer about the maintenance work in good time and carry it out as soon as possible.
6 - Duties of the customer
a) The customer is obliged to prevent unauthorised access to the software by third parties by taking suitable precautions. For this purpose, the customer will, if necessary, inform his employees of the compliance with copyright law. In particular, the customer shall instruct his employees not to make any copies of the software or pass on access data to third parties.
b) The client is responsible for entering and maintaining the data and information required for the use of the SaaS services - without prejudice to the obligation of the Provider for data backup - responsible.
c) The client is obliged to check his data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.
d) When using the SaaS services for the first time, the client must generate a password himself/herself, which is required for further use of the SaaS services. The client is obliged to choose this password appropriately in accordance with the current security standard, to keep it secret and not to make it accessible to third parties.
e) The client must inform the provider immediately of any unauthorized use of his SaaS access or other attacks on the security. In such cases the provider will change the SaaS access and thus the client's password in agreement with the client.
f) The client must take all measures that are necessary at the Provider's dutiful discretion to maintain or improve the security of the data, software and network connections. For example, the User undertakes to change the password regularly, but at least every hundred and eighty (180) days.
7 - Remuneration
a) The customer undertakes to pay the Provider the agreed fee for the provision of software in accordance with his subscription.
b) The provider will show the customer a bill for the contractually owed fee within the "Dojo Manager".
c) The Provider is entitled to adjust the fees and service contents by written notice to the customer on the next possible cancellation date. Reasons for such a change of services are especially the technical progress and the further development of the software. If the customer does not wish to continue the contract at the changed rates, he is entitled to terminate the contract extraordinarily with a notice period of 14 days to the date of the change.
d) During the 30-day trial period at the beginning of the contractual relationship, the provider will not charge the customer for any services.
8 - Warranty & Liability
a) The provider guarantees the functionality and operational readiness of the SaaS services in accordance with the provisions of these GTC.
b) The client undertakes to indemnify the provider from all claims of third parties based on the data stored by him/her and to reimburse the provider for all costs incurred by the provider due to possible infringements of rights.
c) The provider is entitled to immediately block SaaS access if there is a justified suspicion that the stored data is illegal and/or violates the rights of third parties. A well-founded suspicion of illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties notify the provider of this. The Provider must immediately inform the customer of the removal and the reason for it. The block is to be lifted as soon as the suspicion is completely invalidated.
d) Within the framework of the legal provisions, the Provider excludes any liability to the Customer (or any third party), in particular for the fulfilment of his contractual and non-contractual obligations and for the loss of data and loss of profits (including negligence). This exclusion of liability is also valid for the damage caused directly or indirectly by the use of the software "Dojo Manager".
e) In all cases, regardless of the liability basis, the mutual liability of the contracting parties is limited to the amount of the monthly access fees in the last twelve months before the damage occurred.
9 - Duration/Termination/Cancellation
a) The contractual relationship begins with the customer's login and registration. The customer can choose between monthly and annual subscriptions.
b) Monthly subscriptions are concluded for an indefinite period of time and can be cancelled by both parties at the end of each month, subject to a one-month notice period.
c) Annual subscriptions are concluded for a period of one year. If the customer does not cancel at least 30 days before the end of the annual period, the subscription is automaticallyrenewed for anotheryear. The annual subscription is invoiced annually in advance.
d) Form of termination: The cancellation must be done directly online in the "Dojo Manager" account of the customer. After the cancellation, Zanshin will send an e-mail with a confirmation link to the customer. If this confirmation is received, the customer account will be cancelled after the cancellation period has expired.
e) The immediate termination of the contract for good cause remains at the discretion of the parties. An important reason for the immediate termination of this contract exists for the Provider in particular,
- if the customer becomes bankrupt or the opening of bankruptcy proceedings has been suspended due to lack of assets
- if the Customer is in default with payment obligations arising from this contractual relationship to the extent of at least one month's fees and has been unsuccessfully reminded by setting a grace period of two weeks and threatening to terminate the contract;
- if the customer culpably violates legal regulations when using the contractual services or encroaches on copyrights, industrial property rights or rights to a name of third parties;
- if the Customer uses the distributed services for the purpose of promoting criminal, illegal and ethically questionable actions.
10 - Confidentiality
a) The Provider undertakes to maintain secrecy about all confidential processes, in particular business or company secrets of the customer, which have come to his knowledge in the context of the preparation, execution and fulfilment of this contract and not to pass on this information to external third parties without the authorisation of the customer. This applies to any unauthorized third parties, unless the disclosure of information is necessary for the proper fulfillment of the Provider's contractual obligations.
b) The customer authorizes the Provider to name the customer publicly as a reference and to use general information about the agreed contract in an appropriate manner for marketing and sales purposes.
11 - Privacy
12 - Intellectual Property Rights
All intellectual property rights in the Services, the Dojo Manager software, the website and documentation relating to the Services remain the property of the Provider.
13 - Communication
a) All notifications are, unless a stricter form is provided for in this contract or by law, to be sent in writing to the addresses given at the registration of the customer or on the homepage of the provider. The transmission via e-mail satisfies the requirement of written form in each case. Communications from the Provider to the e-mail address provided by the Customer during registration are in any case considered as written communication.
b) The contractual partners are obliged to inform the other contractual partner of changes of address (incl. e-mail) without delay, otherwise notifications sent to the last address given in writing will be deemed to have been received in a legally effective manner.
14 - Severability Clause
In the event of the total or partial invalidity of individual clauses of this agreement, any invalid provisions shall be reinterpreted, supplemented or replaced in such a way that the economic purpose of the invalid provision is achieved. The same shall apply in the event that there are loopholes in this agreement.
15 - Place of jurisdiction & choice of law
a) The parties agree that all legal relationships arising from this contractual relationship shall be governed by the laws of the Swiss Confederation, excluding the provisions of private international law (IPR) and the UN Convention on Contracts for the International Sale of Goods (CISG).
b) 8117 Fällanden, Switzerland is agreed as the exclusive place of jurisdiction for all disputes arising in the course of the execution of this contractual relationship.